Equity Analysis

Dear Members,

Your Directors are pleased to present the 72^nd Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements of the Accounts for the Financial Year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

The Company’s Financial Performance for the year under review is given hereunder:

2. COMPANY’S PERFORMANCE & OPERATIONS:

During the year under review, the income from operations of your Company was Rs. 19,13,21,800/- as against Rs. 7,34,46,900/- during the Previous Year. Your Company recorded a growth by 160.48% as compared to previous year.

3. DIVIDEND:

The Board of Directors of the Company has declared a Final Dividend of Rs. 2/- (Rupees Two Only) per equity share for the Financial year ended 31st March, 2022 after the approval of shareholders at its Annual General Meeting held on 28^th September, 2022.

Further, the Board of Directors of the Company is pleased to recommend a dividend of 20% i.e. Rs. 2 per equity share for consideration of the shareholders at the forthcoming Annual General Meeting and this is payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date, if approved by the shareholders.

4. RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

5. STATE OF THE COMPANY’S AFFAIRS:

Your Company is in the field of repair and maintenance of large Motors, Generators, and Transformers. All industries need these three products. Heavy industries require the Larger Electrical Machines. As these machines get older the scope for the repair and maintenance increases in an exponential manner.

The routine work of regular overhaul and repair is getting very competitive. Your Company is branching out into allied fields closely associated with our three heavy electrical products of large Motors Generators and Transformers.

At present we are doing the site work of a large hydro generator for which we had already supplied the material last year. We are also executing the repair work for a large Pumped Storage Motor / Generator Project. Your company is looking to work with marketing agencies that can procure technically challenging high value orders and with limited competition.

6. HUMAN RESOURCES:

Evans is a group which grows along with its people. We provide open and friendly culture encouraging not only growth of an individual but also that of a team which eventually cascades into the growth of the organization. Evans is a place where people have remained committed for long periods not only for rewards and recognition but also because they feel part of the family- a community, a place where teammates go the extra mile and work with and each other. Employees have easy accessibility to the senior management through open door policy and are given adequate exposure to explore innovative ideas and pursue novel concepts.

Growth is performance driven and is dependent on the ability of the individual to take initiative and assume higher responsibilities. Demonstrating outstanding work ethics in the course of performing daily activities, contributing beyond identified team role and responsibilities help in faster career progression. It is very important for us to ensure that employee morale is high and they feel a sense of pride and belonging to the organization. Human resource team plays a crucial role by motivating, retaining and charting out growth path for employees.

Building and consolidating our talent pool has always been one of the top priorities and we have been successful in attracting varied talent that brings sound expertise, new perspectives and infectious enthusiasm. Evans has a strong presence in the market and attracts the best talent in the market. We believe that the ultimate identity and the success of our organization depend largely on sourcing candidates who complement our culture and share our values.

7. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED

The Board of your Company consists of 5 Members of whom 2 are Executive Directors and 3 are Non-Executive Directors including 2 Independent Directors.

During the year under review, the following changes took place in the composition of Board of Directors:

During the year under review, there was change in designation of Mr. Krishna Pal Singh from Additional Independent Director to Independent Director of the Company pursuant to the resolution passed in the Annual General Meeting dated 28/09/2022.

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act 2013 one third of the directors of the Company are liable to retire by rotation and if eligible they can offer themselves for the re-appointment. In this Annual General Meeting Iyleen Matilda Fernandes (DIN: 01322540), Whole Time Director of the Company is liable to retire by rotation and being eligible to offer herself for re-appointment.

8. DECLARATION BY INDEPENDENT DIRECTOR [SECTION 149(6)&(10)]:

Your Company has received Declaration from Independent Directors of the Company pursuant to the compliances of section 149(6) & (10) of the Companies Act 2013.

9. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no other material changes and commitments affecting the financial position of the Company.

During the year under review, your Company has not entered into any Material Related Party Transactions as mentioned under Section 188 of the Companies Act, 2013. Details of the Related Party Transactions as required to be disclosed under AS 18 are disclosed in the Notes to Accounts which are forming part of the financial statement.

11. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules 2014, the extract of Annual Return will be uploaded on the website of the Company for the FY 2022-23 and the same will be available at at http://evanselectric.co.in/

12. NUMBER OF BOARD MEETINGS CONDUCTED IN THE YEAR UNDER REVIEW:

The Board of Directors duly met 5 (Five) times during the year under review.

The Board of Directors acknowledge the responsibility of ensuring compliance with the provision of section 13(3)(c) read with section 134 (5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31^st March 2023 and state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The director had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial control to be followed by the Company, and that such internal financial controls are adequate and are operating effectively;

f) The directors had devised proper systems to ensure compliance with the provisions of the applicable laws and that such systems were adequate and operating effectively.

The Company does not have any holding/subsidiary/associate Companies.

M/s Anay Gogte & Co. Chartered Accountants were appointed as Statutory Auditors for a Term of five years until the conclusion of the Annual General Meeting to be held for the Financial Year 2024-25.

However subsequent to the end of the year under review, the Statutory Auditors namely M/s. Anay Gogte & Co., Chartered Accountants have resigned from the office w.e.f. 3rd July 2023 before the expiry of their term due to dissolution of their partnership firm.

The Board of Directors having accepted the resignation of the Statutory Auditors, Further, the Company has received recommendations for appointment of Auditors for a term of five years subject to the approval of the members at the upcoming Seventy Second Annual General Meeting. The same is under finalization and the details will be updated in the notice convening the 72^nd Annual General Meeting of the members of the Company.

There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Audit Reports for the Financial Year ended March 31, 2023.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) (POSH) ACT, 2013 AND CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE :

The Company has zero tolerance towards any action on the part of any employee which may fall under the ambit of 'sexual Harassment' at workplace, and is fully committed to uphold and maintain the dignity of every women employee working in the Company. The Company values the dignity of individuals and strives to provide a safe and respectable work environment for its employees.

The Company is committed to provide an environment, which is free from discrimination and abuse. Internal Complaints Committee (ICC) has been duly constituted as prescribed under POSH Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review no complaint was been received.

Your Company has also been conducting awareness campaign across all its manufacturing units, warehouses, retail stores and office premises to encourage its employees to be more responsible and alert while discharging their duties.

A) Conservation of Energy:

Conservation of energy is a continuous process and management is taking all prudent steps to conserve energy resources.

Your Company is using the technology of "Reverse Engineering". We undertake to repair machines not manufactured by us as also where drawings are not available for these old machines. In this process of Reverse Engineering, we carefully dismantle the machine, step by step, location marking all the components. We inspect and test each component and compare it with our database. Components which are damaged are duplicated. Where there is scope for improvement in some of the components these components are re-engineered so as to give it a longer life. Going forward we expect significant business opportunities through Reverse Engineering.

C) Research & Development: Your Company from time to time does R&D for "High Voltage Insulation Schemes".

The Foreign Exchange Earnings and outgo for the Year under review is:

Your Company constituted a Risk Management Committee mandated to review the risk management plan/process of your Company. The Risk Management Committee identified potential risks and assessed their potential impact with the objective of taking timely action to mitigate the risks.

The Audit Committee has also been delegated with the responsibility of monitoring and reviewing risk management, assessment and minimization procedure, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

The key risks identified by the Company include, competition, financial risk and compliance of all applicable statues and regulations. The Company has well defined policies/mechanism to mitigate competition and financial risks. The Company reviews the policies/mechanism periodically to align with the changes in market practices and regulations. Compliances risks have been mitigated through periodical monitoring and reviews of the regulatory frame work to ensure complete compliances with all applicable statues and regulations.

Pursuant to Section 135 of the Act, provisions of Corporate Social Responsibility are not applicable to your Company as your Company has not earned net profit of Rs. 5 crores or during previous financial year, neither it has the net worth of Rs. 500 crores or more nor the turnover of the Company was of Rs. 1000 crores or more for the previous financial year.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The provisions relating to maintenance of cost records and cost audit as per section 148 of the Companies Act, 2013 is not applicable to the Company.

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status and Company’s operations.

The Statutory Auditors of the Company have not reported any instances of fraud or irregularities under provisions of Section 143(12) of the Act, and Rules made there under in the management of the Company during financial year under review.

There was no change in the nature of business of your Company in the year under consideration.

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board at its meeting held on May 27, 2022 appointed M/s MSDS & Associates, Firm of Practicing Company Secretaries, as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the financial year ended March 31, 2023 and to submit Secretarial Audit Report.

The Secretarial Audit Report as received from M/s. MSDS & Associates in the prescribed Form No. MR - 3 is annexed to this Board’s Report and marked as Annexure - I. The observations in the Secretarial Audit Report read together in conjunction with the management representation referred to in the said report are self-explanatory and do not require any further explanation.

Though the provisions relating to Vigil Mechanism do not apply to the Company, the Company has adopted a formal Vigil Mechanism and Whistle Blower Policy. Your Company follows an open and transparent policy with respect to its dealings with its employees. Employees are encouraged to report actual or suspected violations of applicable laws and regulations and the Code of Conduct to the Chairman of Audit Committee to enable taking prompt corrective action, wherever necessary.

The Company has complied with all the mandatory secretarial standards issued by the Institute of Companies Secretaries of India.

The Company has neither invited nor accepted any deposits which would be covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) during the year under review.

There was no guarantee given or security provided pursuant to Section 186 of the Companies Act, 2013 during financial year under review and hence the said provisions are not applicable. Further, the Company has invested its surplus funds not immediately required in the operations in the units of mutual fund details thereof have been disclosed in the in the Notes to Accounts which are forming part of the financial statement.

Your Company believes that sound Corporate Governance is critical for enhancing and retaining investor’s trust and your Company always seeks to ensure that its performance goals are met accordingly. The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to fulfill its overall responsibilities and to provide management with the strategic direction needed to create long term shareholders value. The Company had adopted many ethical and transparent governance practices even before they were mandated by law. The Company has always worked towards building trust with shareholders employees, customers, suppliers and other stakeholders based on the principles of Good Corporate Governance. However, since the securities of the Company are listed at SME platform of BSE Limited pursuant to the SEBI (LODR) Regulations 2019, the Company is not required to attach report on Corporate Governance to the report of Directors.

The Company is determined in maintaining a good corporate governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Act and SEBI Listing Regulations in order to follow a uniform system of procedures.

Following are some of the major policies adopted by the Company and placed at its website at www.evanselectric.co.in

i. Code of Conduct for Corporate Governance; ii. Code of Conduct for Prevention of Insider Trading; iii. Policy on determination of Material Criteria for Disclosure; iv. Policy on Nomination and Remuneration Committee; v. Policy on Preservation of documents; vi. Risk Management Policy; vii. Whistle Blower Policy; viii. Policy on Related Party Transactions; ix. Policy on Identification of Group Companies & Material Creditors & Litigation.

There is no employee drawing salary in excess of the limit as specified in the Act.

The statements forming part of the Director’s Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, Performances or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements

The annual performance evaluation was carried out which included evaluation of the Board, Executive Directors, Chairman, Committees of the Board, quantity, quality and timeliness of information to the Board.

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.